UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Smartpros Ltd.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
83171G103
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2005
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 83171G103
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen J. Clearman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
484,992
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
484,992
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,992
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 83171G103
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kinderhook GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
484,992
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
484,992
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,992
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 83171G103
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kinderhook Partners, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
484,992
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
484,992
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,992
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 83171G103
---------------------
Item 1(a). Name of Issuer:
Smartpros Ltd.
____________________________________________________________________
(b). Address of Issuer's Principal Executive Offices:
12 Skyline Drive
Hawthorne, New York 10532
____________________________________________________________________
Item 2(a). Name of Person Filing:
Stephen J. Clearman
Kinderhook GP, LLC
Kinderhook Partners, LP
____________________________________________________________________
(b). Address of Principal Business Office, or if None, Residence:
2 Executive Drive
Suite 160
Fort Lee, NJ 07024
____________________________________________________________________
(c). Citizenship:
Stephen J. Clearman - United States of America
Kinderhook GP, LLC - Delaware
Kinderhook Partners, LP -Delaware
____________________________________________________________________
(d). Title of Class of Securities:
Common Stock, par value $.0001 per share
____________________________________________________________________
(e). CUSIP Number:
83171G103
____________________________________________________________________
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Stephen J. Clearman - 484,992
Kinderhook GP, LLC - 484,992
Kinderhook Partners, LP - 484,992
______________________________________________________________________
(b) Percent of class:
Stephen J. Clearman - 9.5%
Kinderhook GP, LLC - 9.5%
Kinderhook Partners, LP - 9.5%
______________________________________________________________________
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Stephen J. Clearman - 0
Kinderhook GP, LLC - 0
Kinderhook Partners, LP - 0
______________________,
(ii) Shared power to vote or to direct the vote
Stephen J. Clearman - 484,992
Kinderhook GP, LLC - 484,992
Kinderhook Partners, LP - 484,992
_____________________,
(iii) Sole power to dispose or to direct the
disposition of
Stephen J. Clearman - 0
Kinderhook GP, LLC - 0
Kinderhook Partners, LP - 0
_____________________,
(iv) Shared power to dispose or to direct the
disposition of
Stephen J. Clearman - 484,992
Kinderhook GP, LLC - 484,992
Kinderhook Partners, LP - 484,992
_____________________,
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
____________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to S.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to S.240.13d-1(c) or S.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
______________________________________________________________________
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2006
(Date)
KINDERHOOK PARTNERS, LP
By: Kinderhook GP, LLC
General Partner
By: /s/ Stephen J. Clearman
Stephen J. Clearman
Managing Member
KINDERHOOK GP, LLC
By: /s/ Stephen J. Clearman
Stephen J. Clearman
Managing Member
By: /s/ Stephen J. Clearman
Stephen J. Clearman
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 14, 2006
relating to the Common Stock, par value $.0001 per share of Smartpros Ltd. shall
be filed on behalf of the undersigned.
KINDERHOOK PARTNERS, LP
By: Kinderhook GP, LLC
General Partner
By: /s/ Stephen J. Clearman
Stephen J. Clearman
Managing Member
KINDERHOOK GP, LLC
By: /s/ Stephen J. Clearman
Stephen J. Clearman
Managing Member
By: /s/ Stephen J. Clearman
Stephen J. Clearman
SK 21702 0002 643432